SEC Filing - Northrop Grumman

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noc-20230930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM			10-Q


☒						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2023


☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-16411

NORTHROP GRUMMAN CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		80-0640649
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2980 Fairview Park Drive
Falls Church,	Virginia	22042
(Address of principal executive offices)		(Zip Code)

(703) 280-2900

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	NOC	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large Accelerated Filer ☒ Accelerated Filer ☐

Non-accelerated Filer ☐ Smaller Reporting Company ☐

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of October 23, 2023, 150,792,605 shares of common stock were outstanding.

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NORTHROP GRUMMAN CORPORATION

TABLE OF CONTENTS


		Page
	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Statements of Earnings and Comprehensive Income	1
	Condensed Consolidated Statements of Financial Position	2
	Condensed Consolidated Statements of Cash Flows	3
	Condensed Consolidated Statements of Changes in Shareholders’ Equity	4
	Notes to Condensed Consolidated Financial Statements
	1. Basis of Presentation	5
	2. Earnings Per Share, Share Repurchases and Dividends on Common Stock	7
	3. Income Taxes	8
	4. Fair Value of Financial Instruments	9
	5. Investigations, Claims and Litigation	10
	6. Commitments and Contingencies	11
	7. Retirement Benefits	13
	8. Stock Compensation Plans and Other Compensation Arrangements	13
	9. Segment Information	14
	Report of Independent Registered Public Accounting Firm	18
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Overview	19
	Consolidated Operating Results	22
	Segment Operating Results	23
	Product and Service Analysis	28
	Backlog	29
	Liquidity and Capital Resources	29
	Critical Accounting Policies, Estimates and Judgments	31
	Accounting Standards Updates	31
	Forward-Looking Statements and Projections	31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	33

	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	34
Item 5.	Other Information	34
Item 6.	Exhibits	35
	Signatures	36

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NORTHROP GRUMMAN CORPORATION

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME

(Unaudited)


	Three Months Ended September 30				Nine Months Ended September 30
$ in millions, except per share amounts	2023		2022		2023		2022
Sales
Product	$	7,678	$	6,979	$	22,390	$	20,599
Service	2,097		1,992		6,262		5,970
Total sales	9,775		8,971		28,652		26,569
Operating costs and expenses
Product	6,135		5,589		17,738		16,250
Service	1,599		1,564		4,848		4,669
General and administrative expenses	1,025		974		3,136		2,955
Total operating costs and expenses	8,759		8,127		25,722		23,874
Operating income	1,016		844		2,930		2,695
Other (expense) income
Interest expense	(141)		(122)		(417)		(386)
Non-operating FAS pension benefit	132		376		397		1,129
Other, net	111		(8)		193		(54)
Earnings before income taxes	1,118		1,090		3,103		3,384
Federal and foreign income tax expense	181		175		512		568
Net earnings	$	937	$	915	$	2,591	$	2,816

Basic earnings per share	$	6.20	$	5.92	$	17.07	$	18.13
Weighted-average common shares outstanding, in millions	151.2		154.6		151.8		155.3
Diluted earnings per share	$	6.18	$	5.89	$	17.00	$	18.06
Weighted-average diluted shares outstanding, in millions	151.7		155.3		152.4		155.9

Net earnings (from above)	$	937	$	915	$	2,591	$	2,816
Other comprehensive income (loss), net of tax
Change in cumulative translation adjustment	6		(7)		11		(22)
Change in other, net	(3)		—		(5)		(1)
Other comprehensive income (loss), net of tax	3		(7)		6		(23)
Comprehensive income	$	940	$	908	$	2,597	$	2,793

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Unaudited)


$ in millions, except par value	September 30, 2023		December 31, 2022
Assets
Cash and cash equivalents	$	2,082	$	2,577
Accounts receivable, net	1,764		1,511
Unbilled receivables, net	6,270		5,983
Inventoried costs, net	1,355		978
Prepaid expenses and other current assets	1,679		1,439
Total current assets	13,150		12,488
Property, plant and equipment, net of accumulated depreciation of $7,742 for 2023 and $7,258 for 2022	9,173		8,800
Operating lease right-of-use assets	1,714		1,811
Goodwill	17,514		17,516
Intangible assets, net	324		384
Deferred tax assets	330		162
Other non-current assets	2,691		2,594
Total assets	$	44,896	$	43,755

Liabilities
Trade accounts payable	$	2,260	$	2,587
Accrued employee compensation	1,927		2,057
Advance payments and billings in excess of costs incurred	3,458		3,609
Other current liabilities	2,660		3,334
Total current liabilities	10,305		11,587
Long-term debt, net of current portion of $64 for 2023 and $1,072 for 2022	13,793		11,805
Pension and other postretirement benefit plan liabilities	1,147		1,188
Operating lease liabilities	1,736		1,824
Other non-current liabilities	1,987		2,039
Total liabilities	28,968		28,443

Commitments and contingencies (Note 6)

Shareholders’ equity
Preferred stock, $1 par value; 10,000,000 shares authorized; no shares issued and outstanding	—		—
Common stock, $1 par value; 800,000,000 shares authorized; issued and outstanding: 2023—150,864,851 and 2022—153,157,924	151		153
Paid-in capital	—		—
Retained earnings	15,924		15,312
Accumulated other comprehensive loss	(147)		(153)
Total shareholders’ equity	15,928		15,312
Total liabilities and shareholders’ equity	$	44,896	$	43,755

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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NORTHROP GRUMMAN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Nine Months Ended September 30
$ in millions	2023		2022
Operating activities
Net earnings	$	2,591	$	2,816
Adjustments to reconcile to net cash provided by operating activities:
Depreciation and amortization	938		960
Stock-based compensation	64		72
Deferred income taxes	(298)		(438)
Net periodic pension and OPB income	(230)		(895)
Pension and OPB contributions	(108)		(106)
Changes in assets and liabilities:
Accounts receivable, net	(256)		(469)
Unbilled receivables, net	(287)		(1,038)
Inventoried costs, net	(396)		(171)
Prepaid expenses and other assets	(127)		(64)
Accounts payable and other liabilities	(443)		(57)
Income taxes payable, net	40		(56)
Other, net	(43)		96
Net cash provided by operating activities	1,445		650

Investing activities
Capital expenditures	(972)		(803)
Proceeds from sale of equipment to a customer	—		100
Proceeds from sale of minority investment	157		—
Other, net	3		40
Net cash used in investing activities	(812)		(663)

Financing activities
Net proceeds from issuance of long-term debt	1,995		—
Payments of long-term debt	(1,050)		—
Common stock repurchases	(1,154)		(1,011)
Cash dividends paid	(834)		(786)
Payments of employee taxes withheld from share-based awards	(51)		(50)
Other, net	(34)		(4)
Net cash used in financing activities	(1,128)		(1,851)
Decrease in cash and cash equivalents	(495)		(1,864)
Cash and cash equivalents, beginning of year	2,577		3,530
Cash and cash equivalents, end of period	$	2,082	$	1,666

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)


	Three Months Ended September 30				Nine Months Ended September 30
$ in millions, except per share amounts	2023		2022		2023		2022
Common stock
Beginning of period	$	151	$	155	$	153	$	156
Common stock repurchased	—		(1)		(2)		(3)
Shares issued for employee stock awards and options	—		—		—		1
End of period	151		154		151		154
Paid-in capital
Beginning of period	—		—		—		—
End of period	—		—		—		—
Retained earnings
Beginning of period	15,485		13,655		15,312		12,913
Common stock repurchased	(232)		(374)		(1,162)		(1,012)
Net earnings	937		915		2,591		2,816
Dividends declared	(283)		(269)		(832)		(785)
Stock compensation	17		28		15		23
End of period	15,924		13,955		15,924		13,955
Accumulated other comprehensive loss
Beginning of period	(150)		(159)		(153)		(143)
Other comprehensive income (loss), net of tax	3		(7)		6		(23)
End of period	(147)		(166)		(147)		(166)
Total shareholders’ equity	$	15,928	$	13,943	$	15,928	$	13,943
Cash dividends declared per share	$	1.87	$	1.73	$	5.47	$	5.03

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. BASIS OF PRESENTATION

Principles of Consolidation and Reporting

These unaudited condensed consolidated financial statements (the “financial statements”) include the accounts of Northrop Grumman Corporation and its subsidiaries and joint ventures or other investments for which we consolidate the financial results (herein referred to as “Northrop Grumman,” the “company,” “we,” “us,” or “our”). Intercompany accounts, transactions and profits are eliminated in consolidation. Investments in equity securities and joint ventures where the company has significant influence, but not control, are accounted for using the equity method.

These financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP” or “FAS”) and in accordance with the rules of the Securities and Exchange Commission (SEC) for interim reporting. The financial statements include adjustments of a normal recurring nature considered necessary by management for a fair presentation of the company’s unaudited condensed consolidated financial position, results of operations and cash flows.

Results reported in these financial statements are not necessarily indicative of results that may be expected for the entire year. These financial statements should be read in conjunction with the information contained in the company’s 2022 Annual Report on Form 10-K. During the first quarter of 2023, we changed the presentation of the components of other comprehensive income (loss), net of tax in the Unaudited condensed consolidated statements of earnings and comprehensive income. Prior period amounts have been recast to conform to current period presentation. This change in presentation had no impact on our previously reported comprehensive income in total.

Quarterly information is labeled using a calendar convention; that is, first quarter is consistently labeled as ending on March 31, second quarter as ending on June 30 and third quarter as ending on September 30. It is the company’s long-standing practice to establish actual interim closing dates using a “fiscal” calendar, in which we close our books on a Friday near these quarter-end dates in order to normalize the potentially disruptive effects of quarterly closings on business processes. This practice is only used at interim periods within a reporting year.

Accounting Estimates

Preparation of the financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingencies at the date of the financial statements, as well as the reported amounts of sales and expenses during the reporting period. Estimates have been prepared using the most current and best available information; however, actual results could differ materially from those estimates.

Revenue Recognition

Contract Estimates

Contract sales may include estimates of variable consideration, including cost or performance incentives (such as award and incentive fees), un-priced change orders, REAs and contract claims. Variable consideration is included in total estimated sales to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. We estimate variable consideration as the most likely amount to which we expect to be entitled.

At the request of the National Aeronautics and Space Administration (NASA), Space Systems is preparing engineering change proposals (ECPs) for scope increases and other aspects of the Habitation and Logistics Outpost (HALO) contract largely stemming from evolving Lunar Gateway architecture and mission requirements. We expect the ECPs will address both work performed and work expected to be performed by the company resulting from scope changes previously approved by NASA, as well as changes NASA has requested the company to propose but has not yet directed the company to perform. The company plans to submit an ECP prior to the end of the year and begin negotiating with NASA on these various changes and other aspects of the HALO contract. The company’s third quarter results reflect our current best estimate of the outcome of the ECP negotiations assuming the terms of the current contract; however, if the outcome is less favorable than what we have assumed, it could have an adverse effect on our financial position, results of operations and/or cash flows.

We recognize changes in estimated contract sales or costs and the resulting changes in contract profit on a cumulative basis. Net estimate-at-completion (EAC) adjustments represent the cumulative effect of the changes on current and prior periods; sales and operating margins in future periods are recognized as if the revised estimates had been used since contract inception. If it is determined that a loss is expected to result on an individual performance

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obligation, the entire amount of the estimable future loss, including an allocation of general and administrative expense, is charged against income in the period the loss is identified.

The following table presents the effect of aggregate net EAC adjustments:


	Three Months Ended September 30				Nine Months Ended September 30
$ in millions, except per share data	2023		2022		2023		2022
Revenue	$	95	$	59	$	252	$	363
Operating income	58		45		180		310
Net earnings(1)	46		36		142		245
Diluted earnings per share(1)	0.30		0.23		0.93		1.57

(1)Based on a 21 percent statutory tax rate.

EAC adjustments on a single performance obligation can have a significant effect on the company’s financial statements. When such adjustments occur, we generally disclose the nature, underlying conditions and financial impact of the adjustments. During the three months ended June 30, 2023, we recorded a $36 million unfavorable EAC adjustment on the HALO program at Space Systems. During the three months ended March 31, 2022, we recorded a $67 million favorable EAC adjustment on the engineering, manufacturing and development (EMD) phase of the B-21 program at Aeronautics Systems. No EAC adjustments on a single performance obligation had a significant impact on the financial statements during the three months ended September 30, 2023 or 2022.

Backlog

Backlog represents the future sales we expect to recognize on firm orders received by the company and is equivalent to the company’s remaining performance obligations at the end of each period. It comprises both funded backlog (firm orders for which funding is authorized and appropriated) and unfunded backlog. Unexercised contract options and indefinite delivery indefinite quantity (IDIQ) contracts are not included in backlog until the time an option or IDIQ task order is exercised or awarded. Backlog is converted into sales as costs are incurred or deliveries are made.

Company backlog as of September 30, 2023 was $83.9 billion. Of our September 30, 2023 backlog, we expect to recognize approximately 40 percent as revenue over the next 12 months and 65 percent as revenue over the next 24 months, with the remainder to be recognized thereafter.

Contract Assets and Liabilities

For each of the company’s contracts, the timing of revenue recognition, customer billings, and cash collections results in a net contract asset or liability at the end of each reporting period. Contract assets are equivalent to and reflected as Unbilled receivables in the unaudited condensed consolidated statements of financial position and are primarily related to long-term contracts where revenue recognized under the cost-to-cost method exceeds amounts billed to customers. Contract liabilities are equivalent to and reflected as Advance payments and billings in excess of costs incurred in the unaudited condensed consolidated statements of financial position. The amount of revenue recognized for the three and nine months ended September 30, 2023 that was included in the December 31, 2022 contract liability balance was $358 million and $2.9 billion, respectively. The amount of revenue recognized for the three and nine months ended September 30, 2022 that was included in the December 31, 2021 contract liability balance was $303 million and $2.2 billion, respectively.

Disaggregation of Revenue

See Note 9 for information regarding the company’s sales by customer type, contract type and geographic region for each of our segments. We believe those categories best depict how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors.

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Property, Plant, and Equipment

During the nine months ended September 30, 2022, the company received lease incentives for landlord funded leasehold improvements of $96 million related to a Space Systems real estate lease, which were recorded in PP&E and included in non-cash investing activities. During the nine months ended September 30, 2022, the company acquired $46 million of internal use software through long-term financing directly with the supplier. The software was recorded in PP&E as a non-cash investing activity and the related liability was recorded in long-term debt as a non-cash financing activity. Non-cash investing activities also include capital expenditures incurred but not yet paid of $134 million and $118 million as of September 30, 2023 and 2022, respectively. In the fourth quarter of 2020, the company completed a sale of equipment to a customer on a restricted Aeronautics Systems program. During the nine months ended September 30, 2022, the company received cash payments of $100 million related to the equipment sale and included it in Proceeds from sale of equipment to a customer in the unaudited condensed consolidated statement of cash flows.

Sale of Minority Investment

In July 2023, the company sold its minority investment in an Australian business for AUD $235 million (the equivalent of $157 million upon settlement). The sale resulted in a pre-tax gain of $97 million, which is reflected in Other, net on the unaudited condensed consolidated statements of earnings and comprehensive income for the three and nine months ended September 30, 2023. Proceeds from the sale are included in investing activities on the unaudited condensed consolidated statement of cash flows for the nine months ended September 30, 2023.

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss, net of tax, are as follows:


$ in millions	September 30, 2023		December 31, 2022
Cumulative translation adjustment	$	(150)	$	(161)
Other, net	3		8
Total accumulated other comprehensive loss	$	(147)	$	(153)

Related Party Transactions

For all periods presented, the company had no material related party transactions.

Accounting Standards Updates

Accounting standards updates adopted and/or issued, but not effective until after September 30, 2023, are not expected to have a material effect on the company’s unaudited condensed consolidated financial position, annual results of operations and/or cash flows.

2. EARNINGS PER SHARE, SHARE REPURCHASES AND DIVIDENDS ON COMMON STOCK

Basic Earnings Per Share

We calculate basic earnings per share by dividing net earnings by the weighted-average number of shares of common stock outstanding during each period.

Diluted Earnings Per Share

Diluted earnings per share include the dilutive effect of awards granted to employees under stock-based compensation plans. The dilutive effect of these securities totaled 0.5 million shares and 0.6 million shares for the three and nine months ended September 30, 2023, respectively. The dilutive effect of these securities totaled 0.7 million shares and 0.6 million shares for the three and nine months ended September 30, 2022, respectively.

Share Repurchases

On January 25, 2021, the company’s board of directors authorized a share repurchase program of up to $3.0 billion of the company’s common stock (the “2021 Repurchase Program”). Repurchases under the 2021 Repurchase Program commenced in October 2021 and were completed in April 2023.

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On January 24, 2022, the company’s board of directors authorized a new share repurchase program of up to an additional $2.0 billion in share repurchases of the company’s common stock (the “2022 Repurchase Program”). Repurchases under the 2022 Repurchase Program commenced in April 2023 upon completion of the 2021 Repurchase Program. As of September 30, 2023, repurchases under the 2022 Repurchase Program totaled 0.5 billion; $1.5 billion remained under this share repurchase authorization. By its terms, the 2022 Repurchase Program will expire when we have used all authorized funds for repurchases.

During the first quarter of 2023, the company entered into an accelerated share repurchase (ASR) agreement with Bank of America, N.A. (Bank of America) to repurchase $500 million of the company’s common stock as part of the 2021 and 2022 Repurchase Programs. Under the agreement, we made a payment of $500 million to Bank of America and received an initial delivery of 0.9 million shares valued at $400 million that were immediately canceled by the company. The remaining balance of $100 million was settled on April 27, 2023 with a final delivery of 0.2 million shares from Bank of America. The final average purchase price was $458.28 per share.

Share repurchases take place from time to time, subject to market conditions and management’s discretion, in the open market or in privately negotiated transactions. The company retires its common stock upon repurchase and, in the periods presented, has not made any purchases of common stock other than in connection with these publicly announced repurchase programs.

The table below summarizes the company’s share repurchases to date under the authorizations described above:


							Shares Repurchased (in millions)
Repurchase Program Authorization Date	Amount Authorized (in millions)		Total Shares Retired (in millions)	Average Price Per Share(1)		Date Completed	Nine Months Ended September 30
							2023	2022
January 25, 2021	$	3,000	7.0	$	431.05	April 2023	1.4	2.4
January 24, 2022	$	2,000	1.1	$	445.53		1.1	—

(1)Includes commissions paid.

Dividends on Common Stock

In May 2023, the company increased the quarterly common stock dividend 8 percent to $1.87 per share from the previous amount of $1.73 per share.

3. INCOME TAXES


	Three Months Ended September 30						Nine Months Ended September 30
$ in millions	2023			2022			2023			2022
Federal and foreign income tax expense	$	181		$	175		$	512		$	568
Effective income tax rate	16.2		%	16.1		%	16.5		%	16.8		%

Current Quarter

The company’s third quarter 2023 effective tax rate (ETR) of 16.2 percent was comparable with the prior year period and reflects an increase in research credits, partially offset by higher interest expense on unrecognized tax benefits. The third quarter 2023 ETR includes benefits of $62 million for research credits and $19 million for foreign derived intangible income (FDII), partially offset by $21 million of interest expense on unrecognized tax benefits. The third quarter 2022 ETR included benefits of $42 million for research credits and $16 million for FDII, partially offset by $11 million of interest expense on unrecognized tax benefits.

Year to Date

The company’s year to date 2023 ETR decreased to 16.5 percent from 16.8 percent in the prior year period principally due to an increase in research credits as well as more favorable returns on tax-exempt marketable securities, partially offset by higher interest expense on unrecognized tax benefits. The year to date 2023 ETR includes benefits of $140 million for research credits and $48 million for FDII, partially offset by $48 million of interest expense on unrecognized tax benefits. The year to date 2022 ETR included benefits of $124 million for

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research credits and $46 million for FDII, partially offset by $26 million of interest expense on unrecognized tax benefits.

Taxes receivable, which are included in Prepaid expenses and other current assets in the unaudited condensed consolidated statements of financial position, were $810 million as of September 30, 2023 and $850 million as of December 31, 2022.

The company has recorded unrecognized tax benefits related to our methods of accounting associated with the timing of revenue recognition and related costs and the 2017 Tax Cuts and Jobs Act, which includes related final revenue recognition regulations issued in December 2020 under IRC Section 451(b) and procedural guidance issued in August 2021. As of September 30, 2023, we have approximately $1.9 billion in unrecognized tax benefits, including $807 million related to our position on IRC Section 451(b). If these matters, including our position on IRC Section 451(b), are unfavorably resolved, there could be a material impact on our future cash flows. It is reasonably possible that within the next 12 months our unrecognized tax benefits related to these matters may increase by approximately $120 million.

In the second quarter of 2023, the California Franchise Tax Board approved a resolution of the state examination primarily related to California state apportionment in the company’s 2007 to 2016 tax years, resulting in a $95 million reduction to our unrecognized tax benefits and an $11 million reduction to unallocated corporate expense.

We file income tax returns in the U.S. federal jurisdiction and in various state and foreign jurisdictions. The Northrop Grumman 2014-2020 federal tax returns and refund claims related to its 2007-2016 federal tax returns are currently under Internal Revenue Service (IRS) examination. During the second quarter of 2023, the company entered into an agreed Revenue Agent’s Report (“RAR”) for certain matters related to the company’s 2014-2017 federal income tax returns, resulting in a $90 million reduction to our unrecognized tax benefits and an immaterial impact to income tax expense.

Our current unrecognized tax benefits, which are included in Other current liabilities in the unaudited condensed consolidated statements of financial position, were $909 million and $728 million as of September 30, 2023 and December 31, 2022, respectively, with the remainder of our unrecognized tax benefits included within Other non-current liabilities.

4. FAIR VALUE OF FINANCIAL INSTRUMENTS

The company holds a portfolio of marketable securities to partially fund non-qualified employee benefit plans. A portion of these securities are held in common/collective trust funds and are measured at fair value using net asset value (NAV) per share as a practical expedient; therefore, they are not categorized in the fair value hierarchy table below. Marketable securities are included in Other non-current assets in the unaudited condensed consolidated statements of financial position.

The company’s derivative portfolio consists primarily of foreign currency forward contracts. Where model-derived valuations are appropriate, the company utilizes the income approach to determine the fair value using internal models based on observable market inputs.

The following table presents the financial assets and liabilities the company records at fair value on a recurring basis identified by the level of inputs used to determine fair value:


	September 30, 2023								December 31, 2022
$ in millions	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Financial Assets
Marketable securities	$	301	$	—	$	8	$	309	$	310	$	1	$	8	$	319
Marketable securities valued using NAV							9								13
Total marketable securities	301		—		8		318		310		1		8		332
Derivatives	—		1		—		1		—		7		—		7

The notional value of the company’s foreign currency forward contracts at September 30, 2023 and December 31, 2022 was $215 million and $221 million, respectively. The portion of notional value designated as a cash flow hedge at September 30, 2023 and December 31, 2022 was $88 million and $87 million, respectively.

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The derivative fair values and related unrealized gains/losses at September 30, 2023 and December 31, 2022 were not material.

There were no transfers of financial instruments into or out of Level 3 of the fair value hierarchy during the nine months ended September 30, 2023.

The carrying value of cash and cash equivalents approximates fair value.

Long-term Debt

The estimated fair value of long-term debt was $12.5 billion and $12.1 billion as of September 30, 2023 and December 31, 2022, respectively. We calculated the fair value of long-term debt using Level 2 inputs, based on interest rates available for debt with terms and maturities similar to the company’s existing debt arrangements. The current portion of long-term debt is recorded in Other current liabilities in the unaudited condensed consolidated statements of financial position.

Unsecured Senior Notes

In February 2023, the company issued $2.0 billion of unsecured senior notes for general corporate purposes, including debt repayment, share repurchases, and working capital, as follows:

•$1.0 billion of 4.70% senior notes due 2033 (the “2033 Notes”) and

•$1.0 billion of 4.95% senior notes due 2053 (the “2053 Notes”).

We refer to the 2033 Notes and the 2053 Notes, together, as the “notes.” Interest on the notes is payable semi-annually in arrears. The notes are generally subject to redemption, in whole or in part, at the company’s discretion at any time, or from time to time, prior to maturity at a redemption price equal to the greater of 100% of the principal amount of the notes to be redeemed or an applicable “make-whole” amount, plus accrued and unpaid interest.

In August 2023, the company repaid $1.05 billion of 3.25 percent unsecured senior notes upon maturity.

5. INVESTIGATIONS, CLAIMS AND LITIGATION

The company is engaged in remediation activities relating to environmental conditions allegedly resulting from historic operations at the former United States Navy and Grumman facilities in Bethpage, New York. For over 20 years, the company has worked closely with the United States Navy, the United States Environmental Protection Agency, the New York State Department of Environmental Conservation (NYSDEC), the New York State Department of Health and other federal, state and local governmental authorities, to address legacy environmental conditions in Bethpage. In December 2019, the State of New York issued an Amended Record of Decision seeking to impose additional remedial requirements beyond measures the company previously had been taking. In December 2020, the parties reached a tentative agreement regarding the steps the company would take to implement the State’s Amended Record of Decision and to resolve certain potential other claims, including for natural resource damages. On September 22, 2021, the State of New York issued for public comment a new consent decree reflecting the agreement. On December 7, 2021, the public comment period closed. On August 3, 2022, the court approved the consent decree. We have also reached agreements with the Department of Defense and the Bethpage and South Farmingdale Water Districts to resolve claims involving these parties. Those agreements have also been approved by the courts as necessary. The company continues to be involved in related disputes with the Towns of Oyster Bay and Hempstead.

We have incurred, and expect to continue to incur, as included in Note 6, substantial remediation costs related to the legacy Bethpage environmental conditions. It is also possible that applicable remediation standards and other requirements to which we are subject may continue to change, and that our costs may increase materially. In addition to disputes and legal proceedings related to environmental conditions and remediation at the site, we are a party to various individual lawsuits and a putative class action alleging personal injury and property damage in the Eastern District of New York. The filed individual lawsuits have been stayed, pending a court decision on class certification. We are also a party, and may become a party, to other lawsuits brought by or against insurance carriers, and by other individual plaintiffs and/or putative classes, as well as other parties. We cannot at this time predict or reasonably estimate the potential cumulative outcomes or ranges of possible liability of these Bethpage lawsuits.

In June 2018, the FTC issued a Decision and Order enabling the company’s acquisition of OATK to proceed and providing generally for the company to continue to make solid rocket motors available to competing missile primes on a non-discriminatory basis. The company has taken and continues to take robust actions to help ensure compliance with the terms of the Order. Similarly, the Compliance Officer, appointed under the Order, and the FTC have taken and continue to take various actions to oversee compliance. In October 2019, the company received a

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civil investigative demand (CID) from the FTC requesting certain information relating to a potential issue regarding the company’s compliance with the Order in connection with a then pending missile competition. The company promptly provided information in response to the request. In late 2021, the company resumed discussions with staff at the FTC regarding our response and their views on compliance issues. In late 2022, the company received a follow-on CID; the company responded to it earlier this year. On October 20, 2023, the FTC informed the company that the FTC has now closed the investigation with no further action.

The company received from the U.S. Department of Justice (DOJ) a criminal subpoena on December 9, 2022, and a civil investigative demand on February 2, 2023, both seeking information regarding financial and cost accounting and controls that appears focused on the interest rate assumptions the company used to determine our CAS pension expense, which we have previously discussed in Note 6 below. The company is engaging with the government and responding to the requests. We cannot at this point predict the outcome of these matters.

The company is a party to various other investigations, lawsuits, arbitration, claims, enforcement actions and other legal proceedings, including government investigations and claims, that arise in the ordinary course of our business. The nature of legal proceedings is such that we cannot assure the outcome of any particular matter. However, based on information available to the company to date, the company does not believe that the outcome of any of these other matters pending against the company is likely to have a material adverse effect on the company’s unaudited condensed consolidated financial position as of September 30, 2023, or its annual results of operations and/or cash flows.

6. COMMITMENTS AND CONTINGENCIES

U.S. Government Cost Claims and Contingencies

From time to time, the company is advised of claims by the U.S. government concerning certain potential disallowed costs, plus, at times, penalties and interest. When such findings are presented, the company and U.S. government representatives engage in discussions to enable the company to evaluate the merits of these claims, as well as to assess the amounts being claimed. Where appropriate, provisions are made to reflect the company’s estimated exposure for such potential disallowed costs. Such provisions are reviewed periodically using the most recent information available. The company believes it has adequately reserved for disputed amounts that are probable and reasonably estimable, and that the outcome of any such matters would not have a material adverse effect on its unaudited condensed consolidated financial position as of September 30, 2023, or its annual results of operations and/or cash flows.

In 2019, the Defense Contract Management Agency (DCMA) raised questions about an interest rate assumption used by the company to determine our CAS pension expense. On June 1, 2020, DCMA provided written notice that the assumptions the company used during the period 2013-2019 were potentially noncompliant with CAS. We submitted a formal response on July 31, 2020, which we believed demonstrates the appropriateness of the assumptions used. On November 24, 2020, DCMA replied to the company’s response, disagreeing with our position and requesting additional input, which we provided on February 22, 2021. We have continued to exchange correspondence and engage with DCMA and DoD on this matter, including responding to requests for and providing additional information. As noted in Note 5 above, the company received from the DOJ a criminal subpoena on December 9, 2022 and a CID on February 2, 2023, both seeking information that appears related to the interest rate assumptions at issue in our discussions with DCMA. The company is engaging with the government and responding to the requests. We cannot at this point predict the outcome of these matters. The company is also continuing to engage with DCMA/DoD. As previously described, the sensitivity to changes in interest rate assumptions makes it reasonably possible the outcome of the DCMA matter could have a material adverse effect on our financial position, results of operations and/or cash flows, although we are not currently able to estimate a range of any potential loss.

B-21 Low-Rate Initial Production Options

In 2015, the U.S. Air Force awarded to Northrop Grumman the B-21 contract, including a base contract for engineering, manufacturing, and design (EMD) and five low-rate initial production (LRIP) options. The EMD phase of the program is largely cost type and began at contract award. The LRIP options are largely fixed price and are expected to be awarded and executed through approximately the end of the decade. In the third quarter of 2023, we again reviewed our estimated cost to complete the LRIP phase of the B-21 program. Principally due to the company’s estimate of the impact macroeconomic factors may have on our cost to complete the LRIP options, as well as ongoing discussions with our suppliers and our customer, we continue to believe it is reasonably possible one or more of the LRIP options could be performed at a loss and the range of such loss across the five LRIP options

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is between $0 and $1.2 billion. As we do not currently believe a loss is probable on any of the LRIP options, we have not recognized any such loss in our financial results for the period ended September 30, 2023.

Environmental Matters

The table below summarizes the amount accrued for environmental remediation costs, management’s estimate of the amount of reasonably possible future costs in excess of accrued costs and the deferred costs expected to be recoverable through overhead charges on U.S. government contracts as of September 30, 2023 and December 31, 2022:


$ in millions	Accrued Costs(1)(2)		Reasonably Possible Future Costs in Excess of Accrued Costs(2)		Deferred Costs(3)
September 30, 2023	$	574	$	368	$	511
December 31, 2022	565		353		486

(1) As of September 30, 2023, $217 million is recorded in Other current liabilities and $357 million is recorded in Other non-current liabilities.

(2) Estimated remediation costs are not discounted to present value. The reasonably possible future costs in excess of accrued costs do not take into consideration amounts expected to be recoverable through overhead charges on U.S. government contracts.

(3) As of September 30, 2023, $201 million is deferred in Prepaid expenses and other current assets and $310 million is deferred in Other non-current assets. These amounts are evaluated for recoverability on a routine basis.

Although management cannot predict whether (i) new information gained as our environmental remediation projects progress, (ii) changes in remediation standards or other requirements to which we are subject, or (iii) other changes in facts and circumstances will materially affect the estimated liability accrued, we do not anticipate that future remediation expenditures associated with our currently identified projects will have a material adverse effect on the company’s unaudited condensed consolidated financial position as of September 30, 2023, or its annual results of operations and/or cash flows.

Financial Arrangements

In the ordinary course of business, the company uses standby letters of credit and guarantees issued by commercial banks and surety bonds issued principally by insurance companies to guarantee the performance on certain obligations. At September 30, 2023, there were $374 million of stand-by letters of credit and guarantees and $78 million of surety bonds outstanding.

Commercial Paper

The company maintains a commercial paper program that serves as a source of short-term financing with capacity to issue unsecured commercial paper notes up to $2.5 billion. At September 30, 2023, there were no commercial paper borrowings outstanding.

Credit Facilities

The company maintains a five-year senior unsecured credit facility in an aggregate principal amount of $2.5 billion (the “2022 Credit Agreement”) that matures in August 2027 and is intended to support the company's commercial paper program and other general corporate purposes. Commercial paper borrowings reduce the amount available for borrowing under the 2022 Credit Agreement. At September 30, 2023, there were no borrowings outstanding under this facility.

The 2022 Credit Agreement contains generally customary terms and conditions, including covenants restricting the company’s ability to sell all or substantially all of its assets, merge or consolidate with another entity or undertake other fundamental changes and incur liens. The company also cannot permit the ratio of its debt to capitalization (as set forth in the credit agreement) to exceed 65 percent.

At September 30, 2023, the company was in compliance with all covenants under its credit agreements.

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7. RETIREMENT BENEFITS

The cost to the company of its pension and other postretirement benefit (OPB) plans is shown in the following table:


	Three Months Ended September 30								Nine Months Ended September 30
	Pension Benefits				OPB				Pension Benefits				OPB
$ in millions	2023		2022		2023		2022		2023		2022		2023		2022
Components of net periodic benefit cost (benefit)
Service cost	$	59	$	92	$	2	$	2	$	177	$	276	$	4	$	6
Interest cost	392		285		17		12		1,176		853		50		36
Expected return on plan assets	(524)		(661)		(22)		(28)		(1,573)		(1,982)		(64)		(83)
Amortization of prior service (credit) cost	—		—		—		—		—		—		—		(1)
Net periodic benefit cost (benefit)	$	(73)	$	(284)	$	(3)	$	(14)	$	(220)	$	(853)	$	(10)	$	(42)

Employer Contributions

The company sponsors defined benefit pension and OPB plans, as well as defined contribution plans. We fund our defined benefit pension plans annually in a manner consistent with the Employee Retirement Income Security Act of 1974, as amended by the Pension Protection Act of 2006.

Contributions made by the company to its retirement plans are as follows:


	Three Months Ended September 30				Nine Months Ended September 30
$ in millions	2023		2022		2023		2022
Defined benefit pension plans	$	26	$	26	$	80	$	77
OPB plans	7		9		28		29
Defined contribution plans	126		108		487		429

8. STOCK COMPENSATION PLANS AND OTHER COMPENSATION ARRANGEMENTS

Stock Awards

The following table presents the number of restricted stock rights (RSRs) and restricted performance stock rights (RPSRs) granted to employees under the company’s long-term incentive stock plan and the grant date aggregate fair value of those stock awards for the periods presented:


	Nine Months Ended September 30
in millions	2023		2022
RSRs granted	0.1		0.1
RPSRs granted	0.1		0.2
Grant date aggregate fair value	$	102	$	94

RSRs typically vest on the third anniversary of the grant date, while RPSRs generally vest and pay out based on the achievement of certain performance metrics over a three-year period.

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Cash Awards

The following table presents the minimum and maximum aggregate payout amounts related to cash units (CUs) and cash performance units (CPUs) granted to employees in the periods presented:


	Nine Months Ended September 30
$ in millions	2023		2022
Minimum aggregate payout amount	$	34	$	32
Maximum aggregate payout amount	192		183

CUs typically vest and settle in cash on the third anniversary of the grant date, while CPUs generally vest and pay out in cash based on the achievement of certain performance metrics over a three-year period.

9. SEGMENT INFORMATION

The following table presents sales and operating income by segment:


	Three Months Ended September 30				Nine Months Ended September 30
$ in millions	2023		2022		2023		2022
Sales
Aeronautics Systems	$	2,766	$	2,537	$	7,876	$	7,774
Defense Systems	1,421		1,345		4,217		3,922
Mission Systems	2,628		2,456		7,832		7,469
Space Systems	3,506		3,163		10,344		8,997
Intersegment eliminations	(546)		(530)		(1,617)		(1,593)
Total sales	9,775		8,971		28,652		26,569
Operating income
Aeronautics Systems	283		262		798		827
Defense Systems	182		158		508		481
Mission Systems	386		368		1,147		1,166
Space Systems	312		290		908		861
Intersegment eliminations	(74)		(71)		(218)		(218)
Total segment operating income	1,089		1,007		3,143		3,117
FAS/CAS operating adjustment	(20)		(55)		(62)		(152)
Unallocated corporate expense	(53)		(108)		(151)		(270)
Total operating income	$	1,016	$	844	$	2,930	$	2,695

FAS/CAS Operating Adjustment

For financial statement purposes, we account for our employee pension plans in accordance with FAS. However, the cost of these plans is charged to our contracts in accordance with applicable Federal Acquisition Regulation (FAR) and U.S. Government Cost Accounting Standards (CAS) requirements. The FAS/CAS operating adjustment reflects the difference between CAS pension expense included as cost in segment operating income and the service cost component of FAS expense included in total operating income.

Unallocated Corporate Expense

Unallocated corporate expense includes the portion of corporate costs not considered allowable or allocable under the applicable FAR and CAS requirements, and therefore not allocated to the segments, such as changes in deferred state income taxes and a portion of management and administration, legal, environmental, compensation, retiree benefits, advertising and other corporate unallowable costs. Unallocated corporate expense also includes costs not considered part of management’s evaluation of segment operating performance, such as amortization of purchased intangible assets and the additional depreciation expense related to the step-up in fair value of property, plant and equipment acquired through business combinations, as well as certain compensation and other costs.

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Disaggregation of Revenue


Sales by Customer Type	Three Months Ended September 30								Nine Months Ended September 30
	2023				2022				2023				2022
$ in millions	$		%(3)		$		%(3)		$		%(3)		$		%(3)
Aeronautics Systems
U.S. government(1)	$	2,331	84	%	$	2,138	85	%	$	6,654	85	%	$	6,564	85	%
International(2)	377		14	%	341		13	%	1,016		13	%	1,012		13	%
Other customers	4		—	%	—		—	%	23		—	%	17		—	%
Intersegment sales	54		2	%	58		2	%	183		2	%	181		2	%
Aeronautics Systems sales	2,766		100	%	2,537		100	%	7,876		100	%	7,774		100	%
Defense Systems
U.S. government(1)	841		60	%	820		62	%	2,492		60	%	2,369		61	%
International(2)	358		25	%	312		23	%	1,103		26	%	933		24	%
Other customers	19		1	%	19		1	%	55		1	%	53		1	%
Intersegment sales	203		14	%	194		14	%	567		13	%	567		14	%
Defense Systems sales	1,421		100	%	1,345		100	%	4,217		100	%	3,922		100	%
Mission Systems
U.S. government(1)	1,917		73	%	1,729		71	%	5,729		73	%	5,325		72	%
International(2)	432		16	%	452		18	%	1,262		16	%	1,300		17	%
Other customers	16		1	%	25		1	%	58		1	%	89		1	%
Intersegment sales	263		10	%	250		10	%	783		10	%	755		10	%
Mission Systems sales	2,628		100	%	2,456		100	%	7,832		100	%	7,469		100	%
Space Systems
U.S. government(1)	3,342		95	%	2,967		94	%	9,822		95	%	8,473		94	%
International(2)	72		2	%	105		3	%	226		2	%	261		3	%
Other customers	66		2	%	63		2	%	212		2	%	173		2	%
Intersegment sales	26		1	%	28		1	%	84		1	%	90		1	%
Space Systems sales	3,506		100	%	3,163		100	%	10,344		100	%	8,997		100	%
Total
U.S. government(1)	8,431		86	%	7,654		86	%	24,697		86	%	22,731		86	%
International(2)	1,239		13	%	1,210		13	%	3,607		13	%	3,506		13	%
Other customers	105		1	%	107		1	%	348		1	%	332		1	%
Total Sales	$	9,775	100	%	$	8,971	100	%	$	28,652	100	%	$	26,569	100	%

(1) Sales to the U.S. government include sales from contracts for which we are the prime contractor, as well as those for which we are a subcontractor and the ultimate customer is the U.S. government. Each of the company’s segments derives substantial revenue from the U.S. government.

(2) International sales include sales from contracts for which we are the prime contractor, as well as those for which we are a subcontractor and the ultimate customer is an international customer. These sales include foreign military sales contracted through the U.S. government.

(3) Percentages calculated based on total segment sales.

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Sales by Contract Type	Three Months Ended September 30								Nine Months Ended September 30
	2023				2022				2023				2022
$ in millions	$		%(1)		$		%(1)		$		%(1)		$		%(1)
Aeronautics Systems
Cost-type	$	1,370	51	%	$	1,185	48	%	$	3,920	51	%	$	3,678	48	%
Fixed-price	1,342		49	%	1,294		52	%	3,773		49	%	3,915		52	%
Intersegment sales	54				58				183				181
Aeronautics Systems sales	2,766				2,537				7,876				7,774
Defense Systems
Cost-type	378		31	%	366		32	%	1,205		33	%	1,075		32	%
Fixed-price	840		69	%	785		68	%	2,445		67	%	2,280		68	%
Intersegment sales	203				194				567				567
Defense Systems sales	1,421				1,345				4,217				3,922
Mission Systems
Cost-type	1,002		42	%	881		40	%	2,920		41	%	2,591		39	%
Fixed-price	1,363		58	%	1,325		60	%	4,129		59	%	4,123		61	%
Intersegment sales	263				250				783				755
Mission Systems sales	2,628				2,456				7,832				7,469
Space Systems
Cost-type	2,511		72	%	2,192		70	%	7,529		73	%	6,271		70	%
Fixed-price	969		28	%	943		30	%